Common use of Grant of Put Right Clause in Contracts

Grant of Put Right. At any time during the period commencing on the date that is eighteen (18) months after the Closing Date and ending on the date that is nineteen (19) months after the Closing Date (such period, the “Put Period”), the Selling Member shall have the one (1) time right (the “Put Right”), exercisable by delivery of a written irrevocable notice substantially in the form attached as Exhibit A to this Agreement (the “Put Exercise Notice”), to Seaspan (the date of receipt of such notice, the “Put Exercise Date”), to require Seaspan to purchase all or such portion of Series D Preferred Shares issued to the Selling Member pursuant to the Merger Agreement that is specified in the Put Exercise Notice (the “Put Shares”). If the Selling Member does not timely deliver a Put Exercise Notice to Seaspan within the Put Period, the Selling Member’s right to sell such Series D Preferred Shares to Seaspan pursuant to this Agreement shall automatically terminate. If the Selling Member exercises the Put Right by delivery of the Put Exercise Notice to Seaspan during the Put Period, the Selling Member and Seaspan agree that, on the date that is five (5) Business Days after delivery of the Put Exercise Notice to Seaspan (the “Put Closing Date”), (i) the Selling Member shall sell, and Seaspan shall purchase, the Put Shares (the “Put Sale”) pursuant to the Put Exercise Notice, at a price per share equal to $24.84 (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification of the Series D Preferred Shares effected after the date hereof) plus any accrued and unpaid dividends with respect to such Put Shares and (ii) the Selling Member and Seaspan will each execute and deliver to one another the Purchase Agreement (as defined below).

Grant of Put Right. At (a) Subject to the terms and conditions set forth herein, Buyer hereby grants to each Put Holder the right to sell to Buyer all of the Put/Call Shares owned by such Put Holder (such right with respect to each such Put Holder, a "PUT RIGHT"). Each Put Holder may exercise its Put Right at any time during the period commencing on the date that is eighteen (18) months after the Closing Date January 1, 2005 and ending on the date that is nineteen (19) months after the Closing Date (such periodMarch 1, the “Put Period”), the Selling Member shall have the one (1) time right 2005 (the “Put Right”"PUT EXERCISE PERIOD"); provided, exercisable by delivery of a written irrevocable notice substantially in the form attached as Exhibit A to this Agreement (the “Put Exercise Notice”)however, to Seaspan (the date of receipt of such notice, the “Put Exercise Date”), to require Seaspan to purchase all or such portion of Series D Preferred Shares issued to the Selling Member pursuant to the Merger Agreement that is specified in the Put Exercise Notice (the “Put Shares”). If the Selling Member does not timely deliver a Put Exercise Notice to Seaspan within the Put Period, the Selling Member’s right to sell such Series D Preferred Shares to Seaspan pursuant to this Agreement shall automatically terminate. If the Selling Member exercises the no Put Right by delivery of the Put Exercise Notice to Seaspan during the Put Period, the Selling Member and Seaspan agree that, on the date that is five (5) Business Days after delivery of the Put Exercise Notice to Seaspan (the “Put Closing Date”), may be exercised unless (i) the Selling Member shall sell, and Seaspan shall purchase, the Put Shares (the “Put Sale”) pursuant to the Put Exercise Notice, at a price per share equal to $24.84 (as adjusted for any stock split, stock dividend, combination or other recapitalization or reclassification Closing of the Series D Preferred Shares effected after transactions contemplated by the date hereof) plus any accrued and unpaid dividends with respect to such Put Shares Purchase Agreement has occurred; and (ii) the Selling Member Buyer has not exercised the Call Right and Seaspan will each execute and deliver to one another consummated the Purchase Agreement of the Put/Call Shares within 10 Business Days following the end of the Call Exercise Period. (b) Subject to the limits set forth in this Section 3(b), the cash purchase price to be paid by Buyer to a Put Holder upon exercise of such Put Holder's Put Right shall equal the product of (i) the Put Price Baseline; multiplied by (ii) such Put Holder's Put Holder Percentage (such product being such Put Holder's "PUT RIGHT CASH CONSIDERATION"). Notwithstanding the immediately preceding sentence, if a Put Holder's Put Right Cash Consideration is greater than the Maximum Put Right Consideration, such Put Holder's Put Right Cash Consideration shall be deemed to be the Maximum Put Right Consideration; and if such Put Holder's Put Right Cash Consideration is less than the Minimum Put Right Consideration, such Put Holder's Put Right Cash Consideration shall be deemed to be the Minimum Put Right Consideration. A Put Holder's Put Right Cash Consideration shall be paid to such Put Holder, less such Put Holder's Individual Put Holdback Amount, as defined belowset forth in Section 4(b). (c) A Put Holder may exercise its Put Right only with respect to all of the Put/Call Shares held by such Put Holder, but no Put Holder shall be compelled to exercise its Put Right by the exercise of Put Rights by one or more other Put Holders. To exercise its Put Right, a Put Holder shall at any time during the Put Exercise Period deliver a written notice of such exercise (a "PUT ELECTION NOTICE") to the Seller Representative, along with such Put Holder's Put/Call Transfer Materials. The Seller Representative will promptly transfer any such Put Election Notice or Put Election Notices (if such Notices are received on a given date from more than one Put Holder) to the Buyer, along with such Put Holder's Put/Call Transfer Materials.